Terms of Business for Fraser Renton Creative Media

Terms of Business

Terms, All rights reserved. All materials on this Web Site (the “Site”), and the Site itself, are protected by copyrights, trademarks and/or other intellectual property rights. These materials are owned by Fraser Renton or its subsidiaries or affiliates, or used with permission of their owners. Such materials include, but are not limited to, the photographs, images, illustrations, text, video clips, audio clips, designs, logos, trademarks, trade dress and other materials contained in this Site, as well as the software used in the design and development of this Site. All rights are reserved, worldwide. The name and mark Fraser Renton, the Fraser Renton logo, and all other Fraser Renton-related marks depicted in this Site, whether registered or unregistered, are trademarks or service marks of Fraser Renton and of Fraser Renton in any other countries. The materials contained in this Site are displayed for informational and promotional purposes only. You do not obtain any right, title or interest in any material or software as a result of any such downloading or copying. You may not reproduce (except for your personal non-commercial use), publish, transmit, distribute, display, remove, delete, add to, otherwise modify, create derivative works from, sell or participate in any sale of, this Site, any of the materials in this Site, or any related software. Any other use of materials on this Site, including reproduction for purposes other than your personal non-commercial use, modification, distribution or republication, without the prior express written permission of Fraser Renton, is strictly prohibited.

1.0 Introduction

General Terms and Conditions

1.1 Introduction

1.1.1 All Website Design, Hosting and other services (“Services”) provided by Fraser Renton, Fraser Renton Creative Media (“FRCM”) to you the Customer and/or Client (“You/you”) are subject to the following Terms and Conditions (“Conditions”).

1.1.2 These Conditions supersede all previous representations, understandings or agreements, unless otherwise confirmed by FRCM in writing.

1.1.3 By instructing FRCM to provide a Service you agree and accept these Conditions as governing the agreement between FRCM and You. We are however under no obligation to provide services to you and only our acceptance of your instructions shall form the contract between us (the “Contract”).

1.1.4 An electronic copy of these Conditions can be found on our website, www.fraserrenton.co.uk (“Our Website”).

1.2 Charges and Payment

1.2.1 Estimated charges for the Services are generally set out in an email or document provided to you (“Project Proposal”). These charges are subject to change. If there are any changes in these estimates we will contact you prior to providing the Services.

1.2.2 FRCM will invoice for the Services provided. Payment is due within 14 days from the date of the invoice or before the service is instated or renewed, whichever is sooner. Payment can be made by Internet Bank Transfer or by BACS.

1.2.3 All charges payable by you to FRCM shall be in accordance with the relevant scale of charges and rates.

1.2.4 Without prejudice to our other rights and remedies under these Conditions, if any sum payable is not paid by the due date, FRCM reserve the right, to suspend the provision of any Services to You. On settlement of any outstanding sums normal services will be reinstated subject to an administration fee of £35.

1.2.6 You agree that you are liable for any reasonable costs incurred by FRCM (including legal fees and expenses) in seeking to recover outstanding sums owed by you.

1.2.7 Accounts unpaid 14 days after the date of the invoice will be considered in default. If you are in default and maintain any information or files on our web space, we will, at our discretion, remove all such material from our web space for so long as your account is in default. We are not responsible for any loss of data incurred due to the removal of the service in these circumstances. Removal of such material does not relieve you of the obligation to pay any outstanding charges assessed to your account.

1.3 Termination

1.3.1 Termination of any Services by you must be requested in writing with 7 days notice. For the avoidance of doubt, this does not include E-mail.

1.3.2 We may terminate this agreement upon written notice if you breach any of these conditions and you fail to correct the breach within 7 days following written notice from us specifying the breach, or if you are a company you go into insolvent liquidation, or if you are a person you are declared bankrupt. On termination of the Contract we shall be entitled immediately to cease to provide the Services and hold hosted equipment files until all outstanding invoices are settled.

1.4 Warranties

To the fullest extent permitted by law, we hereby exclude all conditions, terms, representations (other than fraudulent representations) and warranties relating to the goods and/or services that we supply to you under this agreement, whether imposed by statute or operation of law or otherwise, that are not expressly stated in these terms and conditions including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose.

1.5 Liability

1.5.1 Our total aggregate liability to you for any claim in contract, tort, negligence or otherwise arising out of or in connection with this contract shall be limited to the charges paid by you in respect of the Services which are the subject of any such claim and provided that you notify us of any such claim within 1 year of it arising. In no event shall we be liable to you for any loss of business, contracts, profits or anticipated savings or for any other indirect or consequential or economic loss whatsoever. Nothing in these terms and conditions shall exclude our liability for death or personal injury resulting from our negligence.

1.5.2 You agree that you shall defend, indemnify, save and hold FRCM harmless from any and all demands, liabilities, losses, costs and claims, including reasonable legal fees asserted against FRCM, its agents, its customers, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by you, your agents, employees or assigns on your website. You agree to defend, indemnify and hold harmless FRCM against liabilities arising out of :

(a) any injury to person or property caused by any products sold on your website;

(b) any material supplied by a customer infringing or allegedly infringing on the proprietary rights of a third party;

1.5.3 FRCM will not be responsible for loss occasioned by computer viruses, whether introduced by FRCM’s software or otherwise.

1.5.4 To protect your privacy FRCM will not distribute your name or e-mail address to any third party.

1.5.5 FRCM reserve the right to remove material deemed inappropriate from your web pages, without prior notice.

1.5.6 FRCM shall not be held liable for any loss or damage caused by the use, misuse, unavailability or removal of Services.

1.5.7 FRCM shall expeditiously seek domain registration and domain renewal – FRCM shall not be liable in the event of the domain having been registered by some other person by the time FRCM seeks registration or reregistration without any other liability on the part of FRCM for loss by the client.

1.6. The Project Proposal

If you wish to change the scope of any of the Services set out in the Project Proposal you must notify us immediate in writing following which notification we shall advise as to whether we are able to accommodate the change and if so, whether this will affect the cost set out in the Project Proposal. If we are unable to accommodate any changes and/or you do not agree with the revised costs then you may terminate this agreement subject to payment in full of any outstanding sums due to us for the work done until the date of termination.

1.7 FRCM’s obligations

1.7.1 FRCM shall use reasonable endeavours to manage and complete the Project, in accordance in all material respects with the Project Proposal.

1.7.2 FRCM shall use reasonable endeavours to meet the performance dates specified in the Project Proposal, but any such dates shall be estimates only and time shall not be of the essence of the Contract.

1.8 Your obligations

1.8.1 You shall: (a) co-operate with FRCM in all matters relating to the Project;

(b) if necessary, provide access to your premises and data as is requested by FRCM;

(c) provide such information as FRCM may request, and ensure that such information is accurate in all material respects; and

1.8.2 If FRCM’s performance of its obligations under the Contract is prevented or delayed by any act or omission by you or your agents, sub-contractors or employees, you shall in all circumstances be liable to pay to FRCM on demand all reasonable costs, charges or losses sustained or incurred by it (including, without limitation, any direct or indirect consequential losses, loss of profit and loss of reputation, loss or damage to property, injury to or death of any person and loss of opportunity to deploy resources elsewhere), subject to the Supplier confirming such costs, charges and losses to you in writing.

1.8.3 You shall not, without the prior written consent of FRCM, at any time from the date of the Contract to the expiry of six months after the completion of the Services, solicit or entice away from FRCM or employ or attempt to employ any person who is, or has been, engaged as an employee or sub-contractor of FRCM.

1.8.4 You shall provide FRCM with material necessary for FRCM to complete the Project Proposal. FRCM can not be held liable should the necessary material required to design a website, or any other design project, is not forthcoming.

1.9 Intellectual Property Rights

1.9.1 Until such time as full payment is made to FRCM as per invoices supplied to you unless otherwise agreed in writing between the parties, all Intellectual Property Rights (patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including without limitation all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world) shall be owned by FRCM. FRCM hereby licenses all such rights to you free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable you to make reasonable use of the Services as is envisaged by the parties. If FRCM terminates the Contract this licence will automatically terminate.

1.9.2 You acknowledge that your use of rights in pre-existing materials is conditional on the FRCM obtaining a written end-user licence (or sub-licence) of such rights from the relevant licensor or licensors on such terms as will entitle FRCM to license such rights to you.

1.9.3 You shall indemnify FRCM against all damages, losses and expenses arising as a result of any action or claim that the materials infringe any intellectual property rights of a third party.

1.10 Force Majeure

For the purpose of these terms and conditions a “Force Majeure Event” means any event arising which is beyond the reasonable control of the affected party (including any industrial dispute affecting any third party, governmental regulations, fire, flood, disaster, civil riot or war). A party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under this agreement shall forthwith notify the other and shall inform the other of the period for which it is estimated that such failure or delay will continue. The affected party shall take reasonable steps to mitigate the effect of the Force Majeure Event.

1.11 Confidentiality

For the purpose of these terms and conditions “Confidential Information” means all information, whether technical or commercial (including all specifications, drawings and designs, disclosed in writing, on disc, orally or by inspection of documents or pursuant to discussions between the parties), where the information is identified as confidential at the time of disclosure or ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure. Each party shall protect the Confidential Information of the other party against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care. Confidential Information may be disclosed by the receiving party to its employees, affiliates and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Confidential Information received. The obligations set out in this clause shall not apply to Confidential Information which the receiving party can demonstrate is or has become publicly known other than through breach of this clause or was in possession of the receiving party prior to disclosure by the other party or was received by the receiving party from an independent third party who has full right of disclosure; or was independently developed by the receiving party or was required to be disclosed by a governmental authority, stock exchange or regulatory body, provided that the party subject to such requirement to disclose gives the other party prompt written notice of the requirement. The obligations of confidentiality in this clause shall not be affected by the expiry or termination of this agreement.

1.12. E-mail communication/spam mail

1.12.1 Please note that FRCM will never contact you by e-mail to request personal information from you. Should you receive an e-mail of this nature which looks as if it has been sent by FRCM, please do not respond to it. FRCM cannot accept any responsibility for you responding to such e-mails and any responses sent will be at your own risk.

1.12.2 It is your sole responsibility to protect the security and confidentiality of any security details FRCM provides you with, including those provided for you to access the Content Management System or other system or account. We cannot accept any liability for your failure to do this, or for any damage you suffer as a result of a third party hacker accessing accounts.

1.13 Notice

Any notice to be given by either party to the other may be sent by either email, fax or recorded delivery to the address of the other party as appearing in this agreement or ancillary application forms or such other address as such party may from time to time have communicated to the other in writing. If sent by recorded delivery it shall be deemed to be served 2 days following the date of posting.

1.14 Entire Agreement

These terms and conditions together with any document expressly referred to in them, contain the entire agreement between us relating to the subject matter covered and supersede any previous agreements, arrangements, undertakings or proposals, written or oral, between us in relation to such matters. No oral explanation or oral information given by us shall alter the interpretation of these terms and conditions. You confirm that, in agreeing to these terms and conditions, you have not relied on any representation save insofar as the same has expressly in these terms and conditions been made a representation and you agree that you shall have no remedy in respect of any misrepresentation (other than a fraudulent misrepresentation) which has not become a term of this agreement.

1.15 Third Party Rights

These terms and conditions are made for the benefit of the parties to them and are not intended to benefit, or be enforceable by any other person.

1.16 Severance

If any provision (or part of a provision) of these terms and conditions are found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in full force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

1.17 Governing Law

These terms and conditions shall be governed by and construed in accordance with English law and you hereby submit to the non-exclusive jurisdiction of the English Courts.

2.0 Web Site Design and Development Services

In addition to the general Terms and Conditions set out above, the following terms shall apply to all web design commissions provided by FRCM to you.

2.1 Scope of Work

2.1.1 Charges for Services to be provided by FRCM will be defined in the Project Proposal. Under normal trading circumstances, the Project Proposal will be issued by FRCM following receipt of a request for quotation from you, which shall identify the scope of work intended.

2.1.2 FRCM will then provide its quotation which will include the Project Proposal for acceptance or comment by you. Once the Project Proposal and these terms have been accepted, in writing, by you, they will then be deemed to be the sole documents which will specify the scope of work. At that time, FRCM will do all it can to accurately set out the costs of providing the Services.

2.2 Your Review

FRCM will provide you with an opportunity to review the appearance and content of the web site during the design prototype stage.

2.3 Your Acceptance

2.3.1 FRCM will use its best endeavours to deliver your web site by the date specified in the Project Proposal, unless a delay is specifically requested by one Party and accepted by the other, in writing, however FRCM will not be liable for any delay or loss incurred as a result of such a delay.

2.3.2 At the “sign-off” stage you will be presented with the completed design. Such materials will be deemed as acceptable and approved unless you notify FRCM to the contrary within 10 working days of the date the materials were made available. It is the responsibility of the client to check the accuracy of the content of the site prior to going live.

2.4 Termination

2.4.1 Following termination the web site design and any associated system coding developed by FRCM remains the intellectual property of FRCM. Any web site content, i.e. text and images provided by, or entered into the system by you and/or your clients, remains your property. If you wish to terminate your account with FRCM and transfer your web site information elsewhere, FRCM will advise and assist with any data extraction and transfer work subject to FRCM’s standard hourly rates.

2.4.2 Where FRCM has registered domain names on your behalf, these can be transferred to either you or another web-hosting partner subject to an administration charge of £25 per domain name.

2.5 Website enhancements, upgrades and changes

Where FRCM has been engaged to make any changes to a website whatsoever (including website code, or content) FRCM will request this work is signed off on completion by you. Payment for this work will be considered acceptance that the work has been completed satisfactorily. FRCM will not be liable for any mistakes, or errors missed by you at the time of acceptance. If at a later date, the changes made by FRCM are disputed, then FRCM reserves the right to charge additional fees to rectify this error.

2.6 Standard Media Delivery

2.6.1 Unless otherwise specified in the Project Proposal, the Contract assumes that any text will be provided by you in electronic format (ASCII text files delivered on USB or via e-mail) and that all photographs and other graphics will be provided physically and will be of sufficient or appropriate quality print suitable for scanning or, alternatively, electronically in .gif, .jpeg, .png or .tiff format.

2.6.2 Although every reasonable attempt shall be made by FRCM to return to you any images or printed material provided for use in creation of your Web site, such return cannot be guaranteed and it is your responsibility to retain the original or a back-up copy or to employ suitable Disaster Recovery procedures.

2.7 Access Requirements

If your web site is to be installed on a third-party server, FRCM must be granted temporary read/write access to your storage directories, and those directories must be accessible via FTP. Depending on the specific nature of the project, other resources might also need to be configured on the server.

Where possible and relevant, based upon the information provided by you, such other resources will be identified in the Project Proposal. However, in those circumstances whereby such resources cannot be reasonably identified at the Project Proposal stage, then FRCM reserves the right to issue an amendment to the Project Proposal as soon as it becomes clear that additional resources might be required, which might include a re-evaluation of the costs quoted.

2.8 Post-Placement Alterations

FRCM cannot accept responsibility for any alterations caused by any other party to your web site once installed. Such alterations include, but are not limited to additions, modifications or deletions.

2.9 Legal documentation

2.9.1 If requested by FRCM you agree to provide any and all terms and conditions, privacy policies, terms of use and other relevant documents that you use, or will use, in respect of any website to be developed and/or hosted by FRCM.

2.9.2 You hereby warrant and undertake that the documents shall comply with all applicable laws and regulations and that the documents are and will be reasonably sufficient for the purposes for which the Website is to be used.

3.0 Web Hosting (and Email) Services

In addition to the general Terms and Conditions set out above, the following terms shall apply to all web site support and hosting services provided by FRCM to you.

3.1 Server Usage

3.1.1 Web site hosting service accounts are defined as those facilities provided to support and host your web site. Accounts are to be used by you only. You are not permitted to resell, store or give away web-hosting services of their web site to other parties. Exceptions to this include links, ad banners, classified ads, and personal ads.

3.1.2 FRCM reserves the right to refuse hosting services to anyone should it decide that the account has been used inappropriately or otherwise. FRCM will not allow any of the following content to be stored on its servers or its hosting partner’s servers:

Illegal Material – This includes copyrighted works, commercial audio, video, or music files, and any material in violation of any International, National, or Local Government regulation.
Adult Material – Includes all pornography or otherwise lewd or obscene content. The designation of “adult material” is left entirely to the discretion of FRCM.
Warez – Includes pirated software, ROMS, emulators, hacking, password cracking, IP spoofing, etc., and encrypting of any of the above. Also includes any sites which provide “links to” or “how to” information about such material. This list is non-exhaustive.

3.2 Spam Guidelines

Unsolicited email (Spam) is considered an unacceptable use of a domain. Whether the unsolicited email originates directly from the client’s web-space area or otherwise, abuse reports received concerning a domain may result in suspension or closure of the service without refund. Spam email is considered to be in excess of 50 emails per hour, sent individually or in bulk.

3.3 Payment Policies

3.3.1 Initial deposit payments are requested at 50% of the design costs. Additional purchases that are made on your behalf and installed prior to the site going live will be in addition to the 50% initial fee and added to your initial invoice as separate items.

3.3.2 All accounts are set up on a prepay basis. Although FRCM reserves the right to change prices of accounts or services at any time, pricing is guaranteed for the period of prepayment. Payment is due every 12 months following the date the account was established.

3.3.3 All renewal payments must be received at least 5 working days in advance of the renewal date to ensure that no disruption to the service is incurred. FRCM reserves the right to suspend this and other services until any outstanding debt is cleared. FRCM will not be responsible for any data lost due to non-payment closure of an account. You are responsible for all money owed on the account from the time it was established to the time that you send a written cancellation request.

3.3.4 Where FRCM have completed a project and requested either further information, or approval from the client, and neither is forthcoming, FRCM reserve the right to invoice for the remaining sum due. Payment will be required within 14 days of the invoice date and will be subject to our terms in 1.2 Charges and Payment.

3.4 Refunds

Fees and deposits charged on a prepay basis are non-refundable.

3.5 Technical Support

3.5.1 Unless otherwise stated, the website hosting, email and e-commerce payment services shall be provided by a third party in partnership with FRCM. FRCM has no influence in relation to the hardware, software and technical support offered by the third party and is not responsible for any technical deficiencies or breaks in service when they occur. Should technical support be required by a client, an email should be sent to FRCM via the form on our contact page. The matter raised will be discussed with the relevant third party partner.

3.5.2 Where FRCM consider that the services offered by our hosting service do not meet your requirements or that an increased level of technical support is necessary, FRCM will endeavour to find a suitable alternative service to host the your web site and provide email services.

3.5.3 You will not hold FRCM responsible for any breach of security on the domain or website. You will have taken every measure offered to you to protect the site as provided by FRCM.

3.5.4 The Client understands that in the event of the website being irretrievably compromised, the cost to reinstate the website, in it’s entirety, is placed on the Client.

3.6 Content updates

As part of our annual hosting and support services FRCM may at its sole discretion offer to make minor changes to content free of charge as long as the work involved does not exceed 30 minutes in duration or take place more than once every three months. Any changes to static or dynamic content incurring work over and above this will be subject to a separate quotation.

3.7 Unlimited Use Policy

High bandwidth usage: FRCM offers a high use policy by maintaining very large ratios of bandwidth per customer. In rare cases, FRCM may find a customer to be using server resources to such an extent that he or she may jeopardise server performance and resources for other customers. In such instances, FRCM reserves the right to impose the High Resource User Policy clause as stated below in order for FRCM to provide equitable consideration of all its customers.

3.7.1 All Email accounts are offered with at least 100MB of server space per address dependant on the hosting you have been supplied. Additional space can be purchased by agreement.

3.8 High Resource Policy

Resources are defined as bandwidth and/or processor utilisation. FRCM may implement the following policy to its sole discretion: If a web site is found to be monopolising all the resources available to the detriment of other clients of FRCM, then FRCM reserves the right to immediately suspend that site. This policy will only be implemented in extreme circumstances. you may be offered an option whereby FRCM continues hosting the website for an additional fee.

3.9 Data Backup

FRCM offers a number of different chargeable backup options. Please contact us for more details.

4.0 SEO Services

In addition to the general Terms and Conditions set out above, the following terms shall apply to SEO Services provided by FRCM to you where a payment has been received for such a service.

4.1.1 FRCM will endeavour to use its best efforts to assist you to improve your website’s position on Google and on other Search Engines during the term of the SEO contract.

4.3.2 An SEO package does not automatically guarantee a specific ranking in search engines or guarantee that any established ranking enjoyed by you can be maintained.

4.3.3 FRCM do not claim or guarantee that your URLs will achieve a favourable position, or any position within a particular search engine. Additionally FRCM shall not be responsible for URLs dropped or excluded by a search engine for any reason.

4.3.4 FRCM cannot be held responsible, nor can it be deemed as breach of contract or failure to perform, by you if efforts to improve your ranking fail.